5. pants

USTDA as

Financier

(A) USTDA

Approval of Competitive Selection Procedures

Selection of the U.S. Contractor

shall be carried out by the Grantee according to its established

procedures for the competitive selection of contractors with

advance notice of the procurement published online through

Federal Business Opportunities (www.fedbizopps.gov). Upon

request, the Grantee will submit these contracting procedures and

related documents to USTDA for information and/or approval.

(B) USTDA

Approval of Contractor Selection

The Grantee shall notify USTDA at

the address of record set forth in Article 17 below upon

selection of the Contractor to perform the TA. Upon approval of

this selection by USTDA, the Grantee and the Contractor shall

then enter into a contract for performance of the TA. The Grantee

shall notify in writing the U.S. firms that submitted

unsuccessful proposals to perform the TA that they were not

selected.

(C) USTDA

Approval of Contract Between Grantee and Contractor

The Grantee and the Contractor

shall enter into a contract for performance of the TA. This

contract, and any amendments thereto, including assignments and

changes in the Terms of Reference, must be approved by USTDA in

writing. To expedite this approval, the Grantee (or the

Contractor on the Grantee's behalf) shall transmit to USTDA, at

the address set forth in Article 17 below, a photocopy of an

English language version of the signed contract or a final

negotiated draft version of the contract.

(D) USTDA Not a

Party to the Contract

It is understood by the parties

that USTDA has reserved certain rights such as, but not limited

to, the right to approve the terms of the contract and any

amendments thereto, including assignments, the selection of all

contractors, the Terms of Reference, the Final Report, and any

and all documents related to any contract funded under the Grant

Agreement. The parties hereto further understand and agree that

USTDA, in reserving any or all of the foregoing approval rights,

has acted solely as a financing entity to assure the proper use

of United States Government funds, and that any decision by USTDA

to exercise or refrain from exercising these approval rights

shall be made as a financier in the course of funding the TA and

shall not be construed as making USTDA a party to the contract.

The parties hereto understand and agree that USTDA may, from time

to time, exercise the foregoing approval rights, or discuss

matters related to these rights and the Project with the parties

to the contract or any subcontract, jointly or separately,

without thereby incurring any responsibility or liability to such

parties. Any approval or failure to approve by USTDA shall not

bar the Grantee or USTDA from asserting any right they might have

against the Contractor, or relieve the Contractor of any

liability which the Contractor might otherwise have to the

Grantee or USTDA.

(E) Grant

Agreement Controlling

Regardless of USTDA approval, the

rights and obligations of any party to the contract or

subcontract thereunder must be consistent with this Grant

Agreement. In the event of any inconsistency between the Grant

Agreement and any contract or subcontract funded by the Grant

Agreement, the Grant Agreement shall be controlling.